Exhibit 10.13


 


(Multicurrency—Cross
Border)

ISDA 1992 Master Agreement


 


AMENDED and RESTATED SCHEDULE




to the


 


Master Agreement


 


dated as of June 26, 2009




between


 


	
  BP
  Corporation North America Inc.,

  	
   

  	
  Resaca
  Exploitation. Inc.

  
	
  a
  corporation organized and existing

  	
  and

  	
  a
  corporation organized and existing

  
	
  under
  the laws of

  	
   

  	
  under
  the laws of

  
	
  the
  State of Indiana

  	
   

  	
  the
  State of Texas

  
	
  (“Party A”)

  	
   

  	
  (“Party B”)

  



 


Party
A and Party B entered into an ISDA Master Agreement (“Master Agreement”), that
certain Schedule thereto (“Original Schedule”) dated as of April 28, 2006;
as amended by that certain Amendment Agreement dated as of October 12, 2007 by and between Party A and Party B (fka
Resaca Exploitation. LP), further amended by that certain Restated Amendment Agreement
dated as of July 1, 2008 by and between Party A and Party B ( fka Resaca
Exploitation, LP), and further amended by that certain Ratification of Master
Agreement dated as of July 11, 2008 by and between Party A and Party B (collectively
the “Existing Schedule”). Party A and Party B desire to amend and restate the
Existing Schedule as a result of the
execution and delivery by Party B of certain Security Instruments (defined
below) in favor of Party A, and hereby agree as follows, amending and restating
in its entirety the Existing Schedule. This Amended and Restated Schedule (“Schedule”)
and the Master Agreement are referred to collectively as the “Agreement.”


 


Part 1.          Termination Provisions.


 


(a)                                 “Specified Entity”  means in
relation to Party A for the purpose of:


 


	
  Section 5(a)(v):

  	
  Not
  Applicable

  
	
  Section 5(a)(vi):

  	
  Not
  Applicable

  
	
  Section 5(a)(vii):

  	
  Not
  Applicable

  
	
  Section 5(b)(iv):

  	
  Not
  Applicable

  



 


and in relation to Party B for the purpose of:


 


	
  Section 5(a)(v):

  	
  Not
  Applicable

  
	
  Section 5(a)(vi):

  	
  Not
  Applicable

  
	
  Section 5(a)(vii):

  	
  Not
  Applicable

  
	
  Section 5(b)(iv):

  	
  Not
  Applicable

  



 


(b)                                “Specified
Transaction” will have the meaning specified in Section 14
of this Agreement.


 


(c)                                 The “Cross Default”  provisions of Section 5 (a)(vi) will
apply to Party A and to Party B and, provided
further that, such provisions will apply in respect of Party B
under (i) that Second Amended and Restated Credit Agreement dated between
Resaca Exploitation, Inc., as Borrower, the Lenders named therein and CIT
Capital USA


 

















 


Inc., as Administrative Agent,
dated June 26, 2009 (“Credit Agreement”): (ii) that Amended and
Restated Security Agreement between Resaca Exploitation, Inc., as Borrower,
the Lenders named therein and CIT Capital USA Inc., as Collateral Agent dated June 26,
2009 (“Security Agreement”): (iii) that Guaranty between Resaca Operating
Company, as Guarantor, and CIT Capital USA Inc. as Collateral Agent dated June 26,
2009 (“Guaranty”): and (iv) that First Amendment to lntercreditor and
Collateral Agency Agreement between Resaca Exploitation, Inc., CIT Capital
USA Inc. (as Collateral Agent and Administrative Agent for and on behalf of
Lenders) and BP Corporation North America, Inc. (as an Approved Hedge
Counterparty) dated June 26, 2009 (“Intercreditor Agreement”): and any
amendments to (i) through (iv) thereto. Collectively the Credit
Agreement, Security Agreement, Guaranty, and the Intercreditor Agreement shall
hereinafter be referred to as the “Security Documents.”


 


(i)                                    “Specified
Indebtedness” has the meaning specified in Section 14 except that for
Party A it excludes an obligation for borrowed money where the creditor’s
recourse on the obligation is limited to assets for which the money was
borrowed; and


 


(ii)                                 “Threshold
Amount” means with respect to Party A: 3% of the Shareholders’ Equity of Party
A and with respect to Party B, $500,000 USD: and


 


For
the purposes of the definition of Threshold Amount, “Shareholders’ Equity”
means, at any time, the amount of paid-in capital in respect of all issued and
fully-paid shares of the share capital of the relevant entity, plus the
contributed surplus, plus the cumulative translation adjustment (if any), plus
the retained earnings, less any treasury stock held, and plus or minus (as
applicable) any other adjustment to the equity account, all the foregoing as
calculated in accordance with generally accepted accounting principles in the
country in which the entity is organized, consistently applied..


 


(d)                                The “Credit Event Upon Merger”
provisions of Section 5(b)(iv) will apply to Party A and will
apply to Party B.


 


(e)                                 The “Automatic Early Termination” provision of Section 6(a) will
not apply to Party A and will not  apply to Party B.


 


(f)                                   Payments on Early Termination. For  the purpose of Section 6(c) of
this Agreement and subject to the  provisions of Part 5 of
this Schedule:


 


(i)                                    Loss will apply.


 


(ii)                                 The Second
Method will apply.


 


(g)                                “Termination Currency”  means United
States Dollars.


 


(h)                                “Additional Termination Event”
will apply.


 


(i)                                    If any or all of
the Security Documents (as defined in Part I (c) of this Schedule) are
terminated, replaced or refinanced while
Transactions are still in effect or outstanding hereunder and Party B does not (A) deliver
pari passu 1st lien replacement security
having a value and terms and conditions acceptable to Party A in its sole
discretion, to Party A within two Business days of the termination, replacement
of refinancing, as applicable, or (B) provide Party A with replacement security
sufficient in form, amount and for a term acceptable to Party A in its sole
discretion (such security including but not limited to entering a standby
irrevocable letter of credit, a prepayment, a security interest in an asset or
a performance bond or guaranty, or a mutually agreed to Credit Support Annex
and Paragraph 13 to this Agreement), then Party B will be the sole Affected
Party.”


 


(ii)                                 Notwithstanding
any agreement by Required Lenders (as such term is defined in the Credit Agreement)
to the contrary, any breach by Party B of Section 9.1 of the Credit Agreement,
in which case Party B will be the sole Affected Party.


 

















 


Part 2.          Tax
Representations.


 


(a)                                 Payer
Representations.  For the purpose of Section 3(e) of
this Agreement. Party A will make the following representation and Party B will
make the following representation:


 


It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of
this Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(i) of
this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement, provided that it shall not be
a breach of this representation where reliance is placed on clause (ii) and
the other party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.


 


(b)                                Payee
Representations.


 


(1)                                 For the purpose
of Section 3(f) of this Agreement, Party A represents that (i) it
is a  corporation organized and existing under the laws of the State of
Indiana, (ii) it is a U.S. person within the meaning of Section 7701
of the internal Revenue Code, and (iii) its U.S. taxpayer identification
number is 36-1812780.


 


(2)                                 For the purpose
of Section 3(f) of this Agreement, Party B represents that (i) it
is a  corporation organized and existing under the laws of the State of Texas,
(ii) it is a U.S. person within the meaning of Section 7701 of the
Internal Revenue Code, and (iii) its U.S. taxpayer identification number
is 26-2955638.


 


Part 3.          Agreement to
Deliver Documents.


 


For
the purpose of Sections 4(a)(i), (ii) and (iii) of this Agreement, each
party agrees to deliver the following documents, as applicable:


 


(a)                                 Tax forms, documents
or certificates to be delivered: None, other than those required in Section 4(a)(iii),


 


(b)                                Other documents
to be delivered:


 


	
  Party

  Required to

  Deliver

  Document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by Which

  to be Delivered

  	
   

  	
  Covered by Section

  3(d) Representation

  
	
  Party
  A and Party B

  	
   

  	
  A
  certified copy of the resolution of the
  Board of Directors of Party A or Party B. as the case may be or of its
  relevant  committee, authorizing such party to enter into this Agreement and
  each Transaction, and an incumbency certificate.

  	
   

  	
  Upon
  the execution of this Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and Party B

  	
   

  	
  A
  copy of the Form 10-K or the annual report for such party, or the Credit Support
  Provider of Party B, (if relevant) containing audited financial

  	
   

  	
  Upon
  written request, unless publicly available through EDGAR or some other source.

  	
   

  	
  Yes

  



 

















 


	
   

  	
   

  	
  statements for
  the most recently ended financial year.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and Party B

  	
   

  	
  Any
  Engineering Reports as defined in the Executed Counterparts of the
  Intercreditor Agreement

  	
   

  	
  Upon
  the execution of this Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  Copies
  of all determinations and/or re-determinations of Total Reserve Value as
  defined in and provided for in the Credit Agreement

  	
   

  	
  Upon
  the receipt of the determinations and/or redeterminations by Party B.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  Executed
  Copies of all Security Documents as defined in Annex I to the intercreditor
  Agreement, excluding those Security Documents listed in Schedule I to Annex
  I.

  	
   

  	
  Upon
  request, as soon as reasonably practicable.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  Quarterly
  Financial Statements, Annual Independent Engineering Report, Interim
  Engineering Report, Semi-Annual Cash Flow Projections and Reports, Monthly
  Production Report

  	
   

  	
  Upon
  request, as soon as reasonably practicable.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and Party B

  	
   

  	
  Such
  other information and documents as the other party may reasonably request

  	
   

  	
  Upon
  request

  	
   

  	
  Yes

  



 


Part 4.          Miscellaneous.


 


(a)                                 Address for Notices.  For the purpose
of Section 12(a) of this Agreement:—


 


Address for Confirmations to Party A:


 


	
  Address:

  	
   

  	
  BP Corporation North
  America Inc.

  
	
   

  	
   

  	
  501
  WestLakc Park Blvd.

  
	
   

  	
   

  	
  Houston,
  Texas 77079

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Confirmation
  Department

  
	
   

  	
   

  	
   

  
	
  Facsimile
  No.:

  	
   

  	
  281-366-4934

  
	
  Telephone
  No.:

  	
   

  	
  281-366-0879

  



 


Address for other notices or communications to Party A (other than
Confirmations):


 


	
  Address:

  	
   

  	
  BP
  Corporation North America Inc.

  
	
   

  	
   

  	
  501
  WestLakc Park Blvd.

  
	
   

  	
   

  	
  Houston,
  Texas 77079

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Contract
  Services

  
	
   

  	
   

  	
   

  
	
  Facsimile
  No.:

  	
   

  	
  281-366-0203

  
	
  Telephone
  No.:

  	
   

  	
  281-366-7159

  



 


Wire Payment Instructions:


 


BP Corporation North America Inc.


For the Account of: BP Energy Company


JP Morgan Chase Bank, NY


 

















 


ABA: 021-000021


Acct No.: 910-2-548097


New York, NY 10081-6000


 


Address for notices or communications to Party B:


 


	
  Address:

  	
   

  	
  Resaca
  Exploitation, Inc.

  
	
   

  	
   

  	
  1331
  Lamar, Suite 1450

  
	
   

  	
   

  	
  Houston,
  TX 77010

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Chris
  Work

  
	
   

  	
   

  	
   

  
	
  Facsimile
  No.:

  	
   

  	
  713-655-1711

  
	
  Telephone
  No.:

  	
   

  	
  713-753-1406

  



 


Address for Confirmations to Party B


 


	
  Address

  	
   

  	
  Resaca
  Exploitation, Inc.

  
	
   

  	
   

  	
  1331
  Lamar, Suite 1450

  
	
   

  	
   

  	
  Houston,
  TX 77010

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Chris
  Work

  
	
   

  	
   

  	
   

  
	
  Facsimile
  No.

  	
   

  	
  713-655-1711

  
	
  Telephone
  No.

  	
   

  	
  713-753-1406

  



 


(b)                                Process Agent.    With respect to
Party A: Not Applicable.


With respect to Party B: Not
Applicable.


 


(c)                                 Offices.  The provisions
of Section 10(a) will apply to this Agreement.


 


(d)                                Multibranch Party.  For purposes of Section 10(c) of
this Agreement:


 


Party A is not a Multibranch Party.

Party B is not a Multibranch Party.


 


(e)                                 Calculation Agent.  The Calculation
Agent is Party A unless an Event of Default in respect of Party A has occurred
and is then continuing in which case the Calculation Agent shall be Party B or
a recognized dealer designated in good faith by Party B to be the Calculation
Agent.


 


(f)                                   Credit Support Document.


 


With respect to Party A, Not
Applicable.


 


With respect to Party B, the
Security Documents.


 


(g)                                Credit Support Provider.


 


Credit Support Provider means
in relation to Party A: Not Applicable


 


Credit Support Provider means
in relation to Party B: Not Applicable


 


(h)                                GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BV,
CONSTRUED, INTERPRETED, AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD OR REFERENCE TO THE CHOICE OF LAW DOCTRINE OF ANY
JURISDICTION.


 














 


(i)                                    Jurisdiction.  Section 13(b) of
the Agreement is hereby amended by (i) deleting the word “non-exclusive”  appearing in
paragraph (i) thereof and substituting therefor the word “exclusive” and (ii) deleting
the last sentence of Section 13(b) and substituting therefor the
following sentence:


 


“Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction if (A) the courts of the State of
New York or the United States District Court located in the Borough of
Manhattan in New York City lacks jurisdiction over the parties or the subject
matter of the Proceedings or declines to accept the Proceedings on the grounds
of lacking such jurisdiction; (B) the Proceedings are commenced by a party
for the purpose of enforcing against the other party’s property, assets or
estate any decision or judgment rendered by any court in which Proceedings may be
brought as provided hereunder; (C) the Proceedings are commenced to appeal
any such court’s decision or judgment to any higher court with competent
appellate jurisdiction over that court’s decisions or judgments if that higher
court is located outside the State of New York or Borough of Manhattan, such as
a Federal court of appeals or the U.S. Supreme Court; or (D) any suit,
action or proceeding has been commenced in another jurisdiction by or against
the other party or against its property, assets or estate (including, without
limitation, any suit, action or proceeding described in Section 5(a)(vii)(4) of
this Agreement), and, in order to exercise or protect its rights, interests or
remedies under this Agreement, the party (1) joins, files a claim, or
takes any other action, in any such suit, action or proceeding, or (2) otherwise
commences any Proceeding in that other jurisdiction as the result of that other
suit, action or proceeding having commenced in that other jurisdiction.


 


(j)                                    Netting of Payments.  Subparagraph (ii) of
Section 2(c) of this Agreement will not apply to all Transactions.


 


(k)                                 “Affiliate” will have the meaning
specified in Section 14 of this Agreement.


 


Part 5. Other Provisions.


 


(a)                                 LIMITATION OF LIABILITY. NOTWITHSTANDING
THE DEFINITION OF “LOSS,” NO  PARTY
SHALL BE REQUIRED TO PAY OR BE LIABLE FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL,
INCIDENTAL OR INDIRECT DAMAGES (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE OR
STRICT LIABILITY) TO ANY OTHER PARTY; PROVIDED, HOWEVER, THAT NOTHING IN THIS
PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTION 6(e) OF THIS
AGREEMENT OR THE OBLIGATION TO PAY ANY AMOUNT REQUIRED PURSUANT TO SECTION 6(e) OF
THIS AGREEMENT, IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT
TO THIS AGREEMENT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES
ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO
DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE APPROXIMATION OF
THE AMOUNT OF SUCH DAMAGES AND NOT A
PENALTY.


 


(b)                                Consent to Telephone Recording; Confirmation of a Transaction.


 


(i)                                    Transactions Entered Into Orally.
Should the parties come to an understanding regarding a particular
Transaction, the Transaction will be formed and effectuated between the parties
by an oral offer and oral acceptance. The parties shall be legally bound by
each Transaction from the time they agree to its terms and acknowledge that
each party will rely thereon in doing business related to the Transaction. Any
Transaction formed and effectuated pursuant to the foregoing shall be
considered a “writing” or “in writing” and to have been “signed” by each party.


 


(ii)                                 Taping of Transactions. Each party
hereby agrees that the other party or its agents may electronically record all
telephone conversations between officers or employees of the consenting party
and the officers or employees of the other party who quote on, agree to, or
otherwise discuss terms of Transactions or potential Transactions on behalf of
the party. Each party may, at each party’s respective expense, maintain
equipment necessary to record Transactions on audiotapes


 

















 


and/or digital recording media (“Transaction
Tapes”)  and retain Transaction Tapes
and the electronic evidence of Transactions on such Transaction Tapes in such
manner and for so long as each party deems necessary in its sole respective
discretion, but is not obligated to do so: provided that NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY MALFUNCTION OF SUCH
EQUIPMENT OR THE OPERATION THEREOF IN RESPECT OF ANY TRANSACTION WITHOUT REGARD
TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE SOLE,
JOINT, CONCURRENT, CONTRIBUTORY, AND/OR COMPARATIVE NEGLIGENCE (WHETHER GROSS
OR SIMPLE, OR ACTIVE OR PASSIVE), STRICT LIABILITY, OR OTHER FAULT OF ANY PARTY.
 No Transaction shall be
invalidated should a Transaction Tape be erased for any reason or a malfunction
occur in equipment utilized for recording Transactions or retaining Transaction
Tapes or the operation thereof.


 


(iii)                              Waiver of Statute of  Frauds.  THE PARTIES HEREBY WAIVE ALL PROVISIONS OF ANY
APPLICABLE STATUTE OF FRAUDS WITH RESPECT TO ANY TRANSACTIONS SUBJECT TO THIS
AGREEMENT; PROVIDED, HOWEVER, AMENDMENTS TO THE TERMS AND PROVISIONS OF THIS
AGREEMENT MUST BE IN WRITING AND SIGNED BY THE PARTIES. The parties
agree not to contest or assert a defense to the validity or enforceability of
Transactions entered into orally under laws relating to whether certain
agreements are to be in writing or signed by the party to be thereby bound.


 


(iv)                             Confirmation of a Transaction.


 


(1)                                 With respect to
each Transaction entered into pursuant to this Agreement, Party A will promptly
send a Confirmation to Party B by any reasonable means, including, without
limitation, by facsimile, hand delivery, courier, or certified United States
mail (return receipt requested). Failure by Party A to send, or Party B to
return, a Confirmation shall not invalidate any Transaction, Party A adopts its
confirming letterhead, or the like, as its signature on any Confirmation as its
identification and authentication.


 


(2)                                 If Party A’s
Confirmation is materially different from Party B’s understanding of the terms
of a Transaction, Party B shall notify Party A of any such material differences
in writing by the Confirm Deadline. “Confirm
Deadline”  shall mean 5:00 p.m. in Party
B’s time zone on the fifth New York Business Day following the New York
Business Day a Confirmation is received by Party B; provided, if the
Confirmation is received after 5:00 p.m. in Party B’s time zone, it shall be
deemed received at the opening of the next New York Business Day. “New York
Business Day”  shall mean any day except for
a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is
closed.


 


(3)                                 The failure of
Party B to so notify Party A of any such material differences in writing by the  Confirm Deadline
constitutes Party B’s acceptance of the description of the terms of the
Transaction in Party A’s Confirmation. If Party B has timely objected in
writing to the terms of Party A’s Confirmation, such
Transaction remains valid and the parties remain legally bound thereby: however,
both parties shall in good faith attempt to resolve such differences. Once such
material differences are resolved, Party A may transmit a written Confirmation
to Party B, and such written Confirmation shall be accepted (or disputed) pursuant
to the provisions of Part 5(b)(iv). The provisions of Part 5(b)(iv) may
be repeated as many times as necessary to produce a written Confirmation that
is accepted or deemed accepted by the receiving party.


 


(4)                                 Notwithstanding
the provisions of Section 12(a)(iii) of the Agreement, a written  Confirmation and
any other writing related to or in response to a written Confirmation shall be
deemed delivered to the receiving party (i) when actually received by the
receiving party or (ii) with respect to a written Confirmation and other
writing delivered by facsimile, when the sending party’s facsimile machine
indicates by an electronic or


 

















 


written
facsimile log that the receiving party’s facsimile machine received such
written Confirmation.


 


(5)                                 Party A shall
not be required to maintain or retain a paper-based version of the written Confirmation
delivered to Party B. In addition to a paper-based version of the written
Confirmation delivered to Party B, the following shall constitute a “written
Confirmation” for all purposes of this Agreement: (i) an electronic image
of a paper-based version of the written Confirmation, and (ii) data in
Party A’s computer system.


 


(6)                                 In the absence
of a written Confirmation that the parties have signed or deemed to have accepted,
any evidence may be used to establish the terms of a Transaction including, without
limitation, a Transaction Tape, oral testimony, data in a computer system, trade
tickets, and/or notes. If a written Confirmation exists which the parties have executed or
deemed to have accepted, in the event of conflict between the terms of the
written Confirmation and any other evidence of the terms of a Transaction (including,
without limitation, a Transaction Tape, oral testimony, data in a computer
system, trade tickets, and/or notes), the terms of the written Confirmation
shall control to the extent of any such conflict.


 


(v)                                Confirmations Do Not Amend Certain Terms.
Confirmations shall not amend the terms of this Agreement unless a
Confirmation is in writing and signed by both parties.


 


(c)                                 Applicable Rate. The definition
of “Applicable Rate” set forth in Section 14 is hereby amended by adding  to the end of Section (b) of
the definition after the word “Rate” the following provision: “: provided, however, that if the
payee is a Defaulting Party for purposes of Section 6(e), then the rate
shall be the Non-default Rate.”


 


(d)                                Limitation of Rate. Notwithstanding
any provision to the contrary contained in this Agreement, in no event shall
the Default Rate, Non-default Rate, or Termination Rate exceed the maximum
non-usurious interest rate, if any, that at any time or from time to time may
be contracted for, taken reserved, charged, or received on the subject
indebtedness under the law applicable to such party.


 


(e)                                 Set-off. Without
affecting or prejudicing the provisions of this Agreement requiring the
calculation and payment of certain net payment amounts on Scheduled Payment
Dates, all payments will be made without Set-off or counterclaim; provided, however,
that upon the designation or deemed designation of an Early Termination Date, in
addition to and not in limitation of any other right or remedy (including any
right to Set-off, counterclaim, or otherwise withhold payment) under applicable
law or this Agreement, the Non-defaulting Party or the non-Affected Party (in
either case, “X”) may, at its option and in its discretion, Set-off, against
any amounts owed to the Defaulting Party or Affected Party (in either case, “Y”)
in Dollars or any other currency by X or any Affiliate of X under this
Agreement or otherwise, any amounts owed in Dollars or any other currency by Y
to X or any Affiliate of X under this Agreement or otherwise. The obligations
of Y and X under this Agreement in respect of such amounts shall be deemed
satisfied and discharged to the extent of any such Set-off. For this purpose, the
amounts subject to the Set-off may be converted at the applicable prevailing
exchange rate into the Termination Currency by X. If the amount of an
obligation has not been ascertained, X may, in good faith, estimate that
obligation and Set-off in respect of the estimate, subject to X or Y, as the
case may be, accounting to the other party when the obligation is ascertained. X
will give Y notice of any Set-off effected under this section provided that
failure to give such notice shall not affect the validity of the Set-off. Nothing
in this paragraph shall be deemed to create a charge or other security interest.
The rights provided by this paragraph are in addition to and not in limitation
of any other right or remedy (including any right to Set-off, counterclaim, or
otherwise withhold payment) to which a party may be entitled (whether by
operation of law, contract or otherwise).


 


(f)                                   Definitions
and Inconsistency. This Agreement each Confirmation, and each
Transaction are subject to the 2000 ISDA Definitions (the “Swap Definitions”),
the 2005 ISDA Commodity Definitions, (the 


 

















 


“Commodity Definitions”) each as published by the International Swaps
and Derivatives Association, Inc. (collectively the “ISDA Definitions”). The
ISDA Definitions are incorporated by reference herein, and made part of, this
Agreement and each Confirmation as if set forth in full in this Agreement and
such Confirmations. Unless otherwise specified in a Confirmation, any
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to them in the Swap Definitions. and the Commodity
Definitions (except that references to “Swap Transactions” in the definitions
will be deemed to be references to “Transactions”). In the event of any
inconsistency between the provisions of the Swap Definitions and the Commodity
Definitions, the Commodity Definitions will prevail. In the event of any
inconsistency between the provisions of this Agreement and the ISDA Definitions,
this Agreement will prevail. In the event of any inconsistency between the
provisions of the Credit Support Documents. if any, and the ISDA Definitions, the
Credit Support Documents will prevail. Subject to Section 1(b) of
this Agreement, in the event of any inconsistency between the provisions of any
Confirmation and this Agreement or the ISDA Definitions, the Confirmation will
prevail for the purpose of the relevant Transaction; provided however, a
Confirmation may not amend or conflict with any provisions of this Agreement
regarding Events of Default, or Termination Events.


 


(g)                                Change of Account. Section 2(b) is
hereby amended by adding the following at the end thereof:


 


“and provided that, unless the other party consents (which consent shall
not be unreasonably withheld, conditioned, or delayed), such new account shall
be in the same tax jurisdiction as the original account.”


 


(h)                                Deduction or Withholding for Tax.
Section 2(d)(1)(4) of
this Agreement is amended by the addition of a new sub-paragraph (C) as follows:


 


“(C)                         Y refusing to
supply any form or document under 4(a)(iii) on grounds of material  prejudice to its
legal or commercial position.”


 


Section 5(b)(ii) will be amended by the addition of “or (C)”
after the words “or (B)” at the end of the last line.


 


(i)                               Agreements - Notices. Section 4(d) of
this Agreement is hereby deleted in its entirety and replaced by the following:


 


“(d)                          Notice. It will give
notice of any failure of a representation made by it under Section 3(f) to
be accurate and true promptly upon learning of such failure.


 


(j)                                    Termination Payments by Non-Defaulting Party.
Notwithstanding the provisions of Sections 6(e) and 6(d) of
the Agreement, if there is a Defaulting Party, the obligations of the
Non-defaulting Party to pay to the Defaulting Party any amount under Section 6(e) shall
not arise until, and shall be subject to the conditions precedent that, the
Non-defaulting Party shall have received confirmation satisfactory to it in its
sole discretion that (A) all Transactions are terminated in accordance
with Section 6(c), and (B) all obligations (contingent or absolute, matured
or unmatured) of the Defaulting Party and any Affiliate of the
Defaulting Party to make any payment to the Non-defaulting Party or any
Affiliate of the Non-defaulting Party shall have been fully and finally
performed, and (C) if the Defaulting Party is subject to the jurisdiction
of a bankruptcy court, an order of such bankruptcy court (in form reasonably
acceptable to the Non-defaulting Party) shall be final and non-appealable and
shall approve such payment by the Non-defaulting Party:
and provided, further, that if under the foregoing provisions it
is determined that the Non-defaulting Party is to make a payment to the
Defaulting Party, there shall be deducted from the amount of such payment all
amounts which the Defaulting Party may be obligated to pay under Section 11.


 


(k)                                 Transfer. Section 7 is
hereby amended to read as follows:


 

















 


“Subject to the last sentence of Section 6(b)(ii), neither this
Agreement nor any interest or obligation in or under this Agreement may be
transferred (whether by way of security or otherwise) by either party without
the prior written consent of the other party and any purported transfer without
such consent will be void.”


 


(l)                                    Waiver of Right to Trial by Jury.
Each of the parties hereby irrevocably waives any and all right to a
trial by jury with respect to any legal proceeding arising out of or relating
to this Agreement or any Transaction.


 


(m)                              Additional Representations.
Section 3 of the Agreement is hereby amended by adding at the end
thereof the following subsections (g) through (i):


 


(g)                                Swap Agreement.   (1) This Agreement
and any Transaction entered into hereunder constitutes a “swap agreement”
within the meaning of Section 301 of the Commodity Futures Modernization
Act of 2000 (15 U.S.C.A. Section 78c note (West Supp. 2001)), and (2) this
Agreement and any Transaction entered into hereunder constitutes a “swap
agreement” within the meaning of the United States Bankruptcy Code (11 U.S.C. Section 101(53B)
(2000)).


 


(h)                                Eligible Commercial Entity/Eligible Contract Participant.
 (1) It constitutes
an “eligible commercial entity” as such term is defined in the Commodity
Futures Modernization Act of 2000 (7 U.S.C.A. Section 1a(11) (West Supp. 2001)),
and (2) it constitutes an “eligible contract participant” as such term is
defined in the Commodity Futures Modernization Act of 2000 (7 U.S.C.A. Section 1a(12)
(West Supp. 2001)).


 


(i)                                    Commodity Options.  With respect to
Transactions involving commodity options, it is a producer, processor or
commercial user of, or merchant handling, the commodity which is the subject of
the commodity option Transaction, or the products or byproducts thereof, and
that such producer, processor, commercial user or merchant enters into the
commodity option Transaction solely for purposes related to its business as
such.


 


(j)                                    Relationship Between the Parties.
 In connection with the negotiation of, the entering into, and the
confirming of the execution of, this Agreement, any Credit Support Document to
which it is a party, and each Transaction: (i) it is acting as principal (and
not as agent or in any other capacity, fiduciary or otherwise); (ii) the other party is
not acting as a fiduciary or financial or investment advisor for it; (iii) it
is not relying upon any representations (whether written or oral) of the other
party other than the representations expressly set forth in this Agreement and
in such Credit Support Document; (iv) the other party has not given to it
(directly or indirectly through any other person) any advice, counsel, assurance,
guaranty, or representation whatsoever as to the expected or projected success,
profitability, return performance result, effect, consequence, or benefit (either
legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement,
such Credit Support Document, or such Transaction;
(v) it has consulted with its own legal, regulatory, tax, business, investment,
financial, and accounting advisors to the extent it has deemed necessary, and
it has made its own investment, hedging, and trading decisions based upon its
own judgment and upon any advice from such advisors as it has deemed necessary,
and not upon any view expressed by the other party; (vi) all trading
decisions have been the result of arm’s length negotiations between the parties;
and (vii) it is entering into this Agreement, such Credit Support Document,
and such Transaction with a full understanding of all of the risks hereof and
thereof (economic and otherwise), and it is capable of assuming and willing to
assume (economic and otherwise) those risks.


 


(k)                                 Line of Business.  It has entered
into this Agreement (including each Transaction evidenced hereby) in
conjunction with its line of business (including financial intermediation
services) or the financing of its business.


 

















 


(l)                                    Standardization, Creditworthiness, and Transferability.  The material
economic terms of the Agreement, any Credit Support Document to which it is a
party. and each Transaction have been individually tailored and negotiated by
it; it has received and reviewed financial information concerning the other
party and has had a reasonable opportunity to ask questions of and receive
answers and information from the other party concerning such other party, this
Agreement, such Credit Support Document, and such Transaction; the
creditworthiness of the other party was a material consideration in its
entering into or determining the terms of this Agreement, such Credit Support
Document, and such Transaction; and the transferability of this Agreement, such
Credit Support Document, and such Transaction is restricted as provided herein
and therein.


 


(n)                                Agreement Not Construed Against Drafter.  This Agreement (including
this Schedule, Credit Support Annex, Paragraph 13 to the Credit Support Annex, any
Confirmation, or any other amendment hereto) shall not be construed against the
drafter thereof, and the rule of contract construction requiring a
contract to be construed against the drafter thereof is expressly waived by
both parties.


 


(o)                                Prior Transactions Subject to this Agreement.
 Any transaction entered into between the parties, now existing or
hereafter which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap, equity
or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any
other similar transaction (including any option with respect to any of these
transactions), any combination of these transactions or any other transaction
identified as a Transaction in this Agreement or the relevant confirmation
whether before, on or after the effective date of this Agreement, is
incorporated into this Agreement by reference, shall be a Transaction hereunder
and shall be subject to the terms herein.


 


(p)                                Reference Market-Makers. The definition
of “Reference Market-makers” in Section 14 of this Agreement is hereby
amended by: (i) deleting “(a)” from the second line thereof, (ii) deleting
in the fourth line thereof after the word “credit” the words “and (b) to
the extent practicable, from among such dealers having an office in the same
city” and (iii) replacing such words with the words “or to enter into
transactions similar in nature to Transactions.”


 


(q)                                Confidentiality.  The contents of
this Agreement and all other documents relating to this Agreement, and any
information made available by one party or its Credit Support Provider to the
other party or its Credit Support Provider with respect to this Agreement is
confidential and shall not be disclosed to any third party (nor shall any
public announcement relating to this Agreement be made by either party), except
for such information (i) as may become generally available to the public, (ii) as
may be required or appropriate in response to any summons, subpoena, or
otherwise in connection with any litigation or to comply with any applicable
law, order, regulation, ruling, or accounting disclosure rule or standard,
(iii) as may be obtained from a non-confidential source that disclosed
such information in a manner that did not violate its obligations to the
non-disclosing party or its Credit Support Provider in making such disclosure, or
(iv) as may be furnished  to the disclosing party’s
Affiliates, and to each of such person’s auditors, attorneys, advisors or
lenders which are required to keep the information that is disclosed in
confidence. With respect to information provided with respect to a Transaction,
this obligation shall survive for a period of one (1) year following the
expiration or termination of such Transaction. With respect to information
provided with respect to this Agreement, this obligation shall survive for a
period of one (1) year following the expiration or termination of this
Agreement.


 


(r)                                   Party B
covenants to Party A that it will ensure that its payment obligations hereunder
rank at all times pari passu
in all respects with any and all of Party B’s payments of principal
outstanding on any obligations under the Credit Agreement (as such term is
defined therein).


 

















 


(s)                                 The parties
acknowledge and agree that Party A is an Approved Hedge Counterparty under an
Approved Hedging Contract as such terms are defined in the Intercreditor
Agreement.


 


EXECUTED
on the dates specified below but effective as of the date first written above.


 


 


	
  PARTY
  A:

  	
   

  
	
   

  	
   

  
	
  BP
  CORPORATION NORTH AMERICA INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Steve Provenzano

  	
   

  
	
  Name:

  	
  Steve
  Provenzano

  	
   

  
	
  Title:

  	
  CCO
  Financial Products

  	
   

  
	
  Date:

  	
  6/29/09

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARTY
  B:

  	
   

  
	
   

  	
   

  
	
  RESACA
  EXPLOITATION INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Chris Work

  	
   

  
	
  Name:

  	
  Chris
  Work

  	
   

  
	
  Title:

  	
  VP
  & CFO

  	
   

  
	
  Date:

  	
  6/29/09